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Terms of Service Last modified: 23 September 2026 Terms of Service The Agreement is modular. The Core Terms apply to every Customer. A module applies only where the relevant Service, functionality or customer role is identified in a Service Order, enabled in an Account, selected in a Compliance Declaration, or otherwise agreed in writing. The modules in this document are: Core Terms The legal and commercial terms that apply to all Services. Product Terms Schedule 1: Messaging and Numbers Product Terms Schedule 2: Generative AI Product Terms Customer Role Terms Schedule 3: Reseller Customer Role Terms Schedule 3A: White-Label Reseller Terms SenderID Terms & Compliance Declarations Schedule 4: EMSP Partner and Sender ID Intermediary Terms Schedule 4A: Sender ID Compliance Declaration The following documents remain separate and are incorporated where applicable: each Service Order; the Data Processing Agreement; the Privacy Policy; the Service Level Agreement; any other document expressly incorporated by a Service Order or signed by both parties. Core Terms 1.1. Parties These Terms govern the provision of Services by Known Pty Ltd t/a Kudosity Co (ABN 40 116 431 700) (Kudosity, we, our or us) to the person or entity acquiring or using the Services (Customer, you or your). 1.2 Acceptance You agree to the Agreement when you first: sign or accept a Service Order or other document incorporating these Terms; accept these Terms electronically; create or use an Account; or access or use a Service. An individual accepting the Agreement for an entity represents and warrants that they have authority to bind that entity. If an individual contracts as a sole trader, that individual is the Customer. 1.3 Contract documents The Agreement comprises: each applicable Service Order; these Core Terms; each applicable Product Term; each applicable Customer Role Term; the Service Level Agreement; each applicable Compliance Declaration; the Data Processing Agreement; the Privacy Policy, to the extent applicable to our collection, use and handling of Personal Data for our own purposes; and any other document expressly incorporated by reference or signed by both parties. Each module applies only to the Service, functionality, role or subject matter to which it expressly relates. 1.4 Order of precedence If documents forming the Agreement are inconsistent, the following order of precedence applies, but only to the extent of the inconsistency: a separately executed agreement or addendum that expressly states it overrides another document; the applicable Service Order; the applicable Customer Role Terms; the applicable Product Terms; the Data Processing Agreement, but only for the processing of Personal Data; these Core Terms; and the applicable Compliance Declaration, but only for the compliance activity to which it relates. A document may specify a different order for its own subject matter. 1.5 Prior agreements On the applicable Service Start Date, any Prior Agreement governing the same Services and commercial relationship is terminated and superseded in full, except for an instrument or provision expressly identified in the applicable Service Order as continuing or which by its nature is intended to continue after termination. This includes the survival of any accrued rights, remedies, obligations or liabilities. 1.6 Service Start Date Unless a Service Order states otherwise, the indicative Service Start Date is the date on which the Account is created and verified. We may adjust that date on reasonable notice if the adjustment does not materially disadvantage you or alter the principal rights and obligations agreed for the Service. 1.7 Services without a Service Order We may provide a Service without a Service Order. In that case, the Agreement applies and the applicable Fees, specifications and usage limits are those displayed in the Account, on our website, or otherwise notified to you before or when you use the Service. 2.1 Licence Subject to the Agreement, we grant you a limited, non-exclusive, non-transferable and non-sublicensable right during the Term to: access and use the Services; permit authorised Service Users to access and use the Services; integrate the Services with your Application where supported; and exercise any additional right expressly granted in an applicable Customer Role Term or Service Order. The rights in this clause end when the applicable Service terminates. 2.2 Restrictions Except to the extent expressly permitted by the Agreement or by law, you must not, and must not allow another person to: reverse engineer, decompile, disassemble or copy the Services; sell, sublicense, rent, lease, distribute or otherwise make the Services available to a third party, except under an applicable Customer Role Term; modify, enhance or create derivative works from the Services; remove, obscure or alter a proprietary, copyright or other notice; circumvent or interfere with an access control, usage limit, security measure or the integrity of the Services; use the Services to develop or benchmark a competing service, except with our written consent; or access or use the Services in a way that is unlawful or outside the Documentation. 2.3 Documentation and changes You must use the Services in accordance with the Documentation. We may update Documentation to reflect changes to Services, Relevant Laws, security requirements and generally accepted industry practice, and will provide you with reasonable notice of any such changes. 3.1 Your Account You are responsible for: all activity conducted through your Account; the acts and omissions of Service Users; the accuracy and currency of Account Information; safeguarding Credentials, API keys and access tokens; and ensuring that access is limited to authorised persons with an appropriate business need. 3.2 Security controls You must maintain commercially reasonable security controls, including: strong passwords and multi-factor authentication where available; appropriate user access controls and prompt revocation of unnecessary access; secure storage and rotation of Credentials and API keys; reasonable monitoring for unauthorised access or misuse; and security appropriate to the nature and sensitivity of Data processed through the Services. 3.3 Security incidents You must notify us promptly after becoming aware of actual or suspected: unauthorised use of an Account, Credential or API key; compromise of a system connected to the Services; or activity that may threaten the security, integrity or lawful operation of the Services. You must provide reasonable cooperation to investigate, contain and remediate the issue. 3.4 Authorised actions A person who uses your Account to accept a Compliance Declaration, submit or manage a registration, configure a Service, use a Sender ID, request a port, incur Fees or perform another account action is presumed to act with your authority. The presumption does not apply to the extent that: you notified us of an actual or suspected compromise before the relevant action and took reasonable steps we requested to contain it; we had actual knowledge that the relevant activity was unauthorised and failed to take reasonable protective action within our control; or the action resulted from our breach of the Agreement, negligence, fraud or wilful misconduct. You must not, and must not encourage or permit any Service User or other person to, access or use the Services: other than as permitted by the Agreement; in breach of Relevant Laws, Compliance Rules or applicable third-party terms; to send spam, unsolicited commercial electronic messages or unlawful communications; in a manner that is infringing, fraudulent, deceptive, obscene, threatening, defamatory, discriminatory or otherwise unlawful; to breach or interfere with a requirement, procedure, policy or direction of an Industry Association, Regulator or Service Provider; to transmit malicious code or facilitate unauthorised access; to compromise the security, integrity, availability or performance of the Services or another system; to collect, store, upload or transmit Data without all necessary rights, notices, consents and legal bases; to impersonate a person or entity or misrepresent the origin of a communication; to facilitate fraud, scams, phishing, harassment or other abuse. 5.1 Lawful use You are responsible for ensuring that your use of the Services, and all Data and Content submitted to or transmitted using the Services: complies with Relevant Laws and the Compliance Rules; does not infringe another person's rights; is supported by all necessary consents, licences, permissions and notices; and is accurate where accuracy is material to delivery, billing, compliance or safety. 5.2 Cooperation You must provide reasonable and timely cooperation as required for us: to provide and support the Services; to respond to a lawful request or investigation by a Regulator or Service Provider; to investigate fraud, abuse, security threats or suspected breaches; in relation to scam prevention, reporting, traceback, information sharing, disruption or remediation; and to comply with Relevant Laws and mandatory Service Provider requirements. 5.3 Third-party systems You are responsible for systems, applications, networks, devices and internet connectivity that you supply or control. We are not responsible for a failure caused by those items or by a third-party service you select, except to the extent the failure is caused by our breach of the Agreement. A product or service that you acquire under a separate agreement directly with a third-party provider does not form part of the Services under this Agreement. That product or service is governed by the third-party provider's agreement, and the third-party provider is responsible for its supply, performance and regulatory compliance. We are responsible only for any separate Services expressly identified as being supplied by us in a Service Order. 5.4 Regulated telecommunications protections If and to the extent that a Service is subject to a mandatory telecommunications consumer protection, industry code or industry standard, that protection applies despite any inconsistent provision of the Agreement. This includes, where applicable, requirements concerning: advertising and sales practices; customer information and contracting; billing, payment assistance and financial hardship; complaint handling; domestic, family and sexual violence protections; service outages and customer communications; connection, repair and the Customer Service Guarantee. The application of this requirement depends on the nature of the Service, the Customer’s eligibility and the role performed by each party. These requirements will not apply to all Customers. 5.5 Scams prevention, traceback and disruption To the extent permitted or required by Relevant Laws, including the Scams Prevention Framework, we may: analyse traffic, Content, routing information, account activity and other relevant indicators to detect, prevent, report, trace and disrupt scams, fraud, phishing, impersonation and other unlawful activity; delay, filter, block, reject, suspend, redirect, modify or otherwise disrupt affected traffic, Accounts, Credentials, Numbers and Codes; exchange relevant information with Regulators, Service Providers, telecommunications providers, registries and other persons authorised by Relevant Laws; and implement controls, testing, reporting and remediation measures required or recommended by a Regulator. Controls applied under this clause may affect legitimate traffic. We will use reasonable care to target and review those controls, subject to urgent legal, regulatory, security and fraud-prevention requirements. 5.6 Sanctions, export controls and modern slavery You must not use the Services in breach of applicable sanctions, trade controls or export-control laws, or for the benefit of a person or destination prohibited by those laws. Each party must provide reasonable information and cooperation required to assess compliance with applicable modern slavery and supply-chain transparency laws. 5.7 Compliance audit Where reasonably necessary to verify compliance with the Agreement or Relevant Laws, we may audit relevant records, systems, controls and customer journeys on at least 10 Business Days' notice. An audit may be conducted more promptly where reasonably required. An audit must be limited to relevant subject matter and data, conducted during reasonable hours where practicable, minimise disruption and protect Confidential Information. We bear routine audit costs, but you must reimburse reasonable costs where the audit identifies a material breach of this Agreement. We will not exercise this right more than once in any 12-month period unless a previous audit identified a material breach or a further audit is reasonably required by a Regulator, Service Provider or material risk. 6.1 Plans We may offer Additional Features from time to time. The applicable Fees, inclusions, usage allowances, billing terms and any optional add-ons or feature bundles for the applicable Additional Feature are those published or otherwise notified to you when you subscribe or as updated in accordance with this Agreement. 6.2 Credits Unless stated otherwise: plan credits reset at the end of each billing cycle; unused plan credits expire and do not roll over; and credits have no cash value and cannot be transferred. 6.3 Plan changes We may enhance or modify the Services included in a Subscription Plan on advance notice. Clause 9 applies if a change materially reduces a core paid feature during a committed term. 7.1 Post-pay Customers If approved for post-pay Services, you must pay Fees and Taxes within the period specified in the applicable Service Order or, if no period is specified, within 14 days after the invoice date. Unless stated otherwise: usage and other Non-Recurring Fees are invoiced monthly in arrears; and Recurring Fees may be invoiced in advance. 7.2 Pre-pay Customers If a Service is supplied on a pre-pay basis: Fees are deducted from your Credit Balance; purchased credit must be used within 365 days after purchase unless another validity period is stated when purchased; purchased credit will not expire to the extent expiry is prohibited by law; and a request for a refund of unused purchased credit must be made within its validity period and, if approved and where this is permitted by law, may be reduced by reasonable processing costs disclosed before the refund is processed. 7.3 Rates Fees are calculated using the rates in the Service Order, applicable rate card, Subscription Plan, Account or other pricing notice. Usage records generated by our systems are prima facie evidence of usage and may be corrected if shown to be materially inaccurate. 7.4 Fee changes Unless a Service Order states otherwise, we may vary Fees on reasonable prior notice. A change resulting from a new or increased carrier, network, registry, regulatory, tax or other third-party pass-through cost may take effect from the date specified in the notice, but only to the extent reasonably attributable to the documented third-party cost change. If a change other than a pass-through cost materially increases a committed Recurring Fee or usage rate during a committed term, you may terminate the affected Service by notice before the change takes effect, unless the Service Order provides another remedy. An increase reasonably expected to increase the Customer's monthly charges for the affected Service by more than 10% will be treated as material for this purpose. An increase below that threshold may still be material having regard to its nature, duration and commercial effect. We may vary Fees for a Renewal Term by giving you reasonable notice before the end of the then-current term. If you do not wish to renew at the revised Fees, you may opt out of renewal in accordance with the applicable Service Order. The revised Fees will apply from the start of the Renewal Term. 7.5 Taxes Unless expressly stated otherwise, amounts payable under the Agreement exclude goods and services tax (GST) under A New Tax System (Goods and Services Tax) Act 1999 (Cth) (GST Act). If GST is payable on a taxable supply made under or in connection with the Agreement, the recipient must pay the supplier an additional amount equal to the GST payable on that supply at the same time as the consideration is payable, subject to receiving a valid tax invoice. If an adjustment event occurs, the additional amount must be adjusted and the supplier must issue an adjustment note where required. A payment calculated by reference to a cost, expense or liability is reduced by any input tax credit to which the recipient is entitled. The parties may enter into a recipient-created tax invoice arrangement only by written agreement and subject to the GST Act. You must pay other Taxes applicable to the supply, except taxes imposed on our net income. 7.6 No set-off Neither party may deduct, withhold or set off an amount due under the Agreement except where required by law or expressly permitted by the Agreement. This does not prevent the correction of an invoice or an agreed credit, refund, chargeback or margin adjustment. 7.7 Overdue amounts We may: charge interest on overdue amounts at a rate equal to the Reserve Bank of Australia cash rate target plus 5% per annum, calculated daily, but only to the extent permitted by Relevant Law; suspend affected Services after giving notice where reasonably practicable; and recover reasonable collection costs. A delay in invoicing or collection is not a waiver. 7.8 Credit Limit We may set and adjust a Credit Limit. If your Accrued Liability exceeds the Credit Limit, you must promptly pay the amount required to bring it within the limit. 7.9 Non-refundable usage Subject to rights that cannot be excluded by law, Fees remain payable for: messages blocked, filtered, rejected or not delivered by a carrier, Regulator or recipient network after valid submission; usage generated by an Account, Credential or API integration under your control; usage caused by your configuration error; and completed administrative work, including number porting work. 7.10 Chargebacks If you initiate a chargeback and the underlying payment is valid, you must reimburse reasonable chargeback fees and costs. We may suspend Services while a material payment dispute remains unresolved. 7.11 Porting and administration Fees Administrative Fees may apply to number porting and similar requests. The applicable Fees are set out in the Service Order or rate card. We may delay processing until relevant Fees and required information have been received. 8.1 Term The Agreement starts when you agree to enter into the Agreement in accordance with clause 1.2 and continues until all Services and applicable modules have terminated. 8.2 Termination ahead of renewal A Service renews after an initial Minimum Term only if the applicable Service Order expressly states: that the Service renews automatically; the length of each Renewal Term; and the notice period for opting out of renewal. We will give any renewal reminder required by Relevant Laws. If a Service Order does not contain the matters in paragraphs (a) to (c), the Service continues after the initial Minimum Term on a month-to-month basis and either party may terminate it on 30 days' notice. 8.3 Termination for breach Either party may terminate the affected Service or the Agreement if the other party commits a material breach and fails to remedy it within: 5 Business Days after notice for non-payment or a breach that creates a material legal, regulatory, security or network risk; or 10 Business Days after notice for any other remediable material breach. A party may terminate immediately if a material breach is incapable of remedy. 8.4 Insolvency To the extent permitted by law, either party may terminate immediately if the other party becomes insolvent, enters liquidation or administration, has a receiver appointed, enters an arrangement with creditors, or experiences an analogous event in any jurisdiction. 8.5 Suspension We may suspend, restrict, reject or modify a Service, Account, Credential, Sender ID, number, traffic or functionality where reasonably necessary to: comply with Relevant Laws or a requirement of a Regulator, court or Service Provider; address an actual or suspected breach of the Agreement; protect the security, integrity or availability of the Services, networks, users or third parties; prevent or respond to fraud, scams, abuse or unlawful activity; perform maintenance; address overdue Fees or a Credit Limit; or respond to an issue concerning the registration, authorisation, validity, accuracy, ownership, misuse or compliance status of a Sender ID or number. Where reasonably practicable, a suspension will be limited to the affected Service, Account, traffic, functionality or risk and will continue only for so long as the relevant grounds for suspension remain. We will give notice and a reasonable opportunity to remedy the issue. We may act immediately where delay may expose us or another person to legal, regulatory, security, fraud, safety or operational risk. 8.6 Early Termination Charge If a Service terminates before the end of an Initial Term or Renewal Term, an Early Termination Charge applies only if the applicable Service Order states the calculation method or amount. 8.7 Consequences On termination: rights to use the terminated Services end; accrued Fees and other amounts become payable; each party must return or securely destroy the other party's Confidential Information on request, subject to legal retention requirements and routine backups; and termination does not affect accrued rights or provisions intended to survive. 8.8 Survival Clauses 1.5, 7, 8.6 to 8.8, 10, 11, 12, 13, 14, 15, 18, 19, 20.4 to 20.9 and the corresponding provisions of each applicable Schedule survive termination, together with any other provision intended by its nature to survive. 9.1 Service changes We may modify a Service to maintain or improve security, compliance, functionality, performance, interoperability, reliability or efficiency, or to respond to a Service Provider change. 9.2 Changes to the Agreement We may update these Terms and incorporate online documents only where reasonably necessary to: comply with Relevant Laws, a Regulator or a mandatory Service Provider requirement; address a security, fraud, abuse or network-integrity risk; reflect a change to a Service that is permitted under clause 9.1; correct an error or ambiguity without materially reducing your rights or increasing your obligations; or update administrative information, contact details or links. A change for another purpose applies during a committed term only with your agreement or under clause 9.3. Updated terms will be published on the Kudosity legal hub or otherwise made available to you. 9.3 Material changes If a change materially and adversely affects your rights or obligations, we will give at least 30 days' notice unless a shorter period is reasonably required by Relevant Laws, a Regulator, an urgent security risk or a mandatory Service Provider requirement. You may terminate an affected Service without an Early Termination Charge by 30 days’ written notice before a materially adverse change takes effect. 9.4 Compliance changes We may introduce or amend a Compliance Declaration, verification process, registration requirement, Compliance Policy or compliance control only where reasonably required by Relevant Laws, a Regulator or a mandatory Service Provider requirement, or to address a material security, fraud, abuse or network-integrity risk. We will give reasonable notice unless urgent action is required. A change applies prospectively and a Compliance Declaration applies only to its stated subject matter. 10.1 Your Data As between the parties, you retain ownership of your Data. You grant us and our Service Providers a non-exclusive right to host, copy, transmit, process and otherwise use Data as necessary to: provide, secure and support the Services; comply with the Agreement and Relevant Laws; and prevent, detect and investigate fraud, abuse and security incidents. 10.2 Kudosity materials We and our licensors retain all rights in the Services (including any Additional Features), Documentation, software, APIs, designs, technology, know-how and associated Intellectual Property. No rights are granted except those expressly stated in the Agreement. 10.3 Feedback You grant us a perpetual, worldwide, irrevocable, royalty-free right to use and incorporate Feedback without restriction or obligation. 10.4 Numbers and Codes Neither you nor a third party acquires ownership or proprietary rights in a number, short code, Sender ID, routing code or other connectivity identifier made available through the Services. We may withdraw, replace, suspend or reassign Numbers and Codes where permitted or required by Relevant Laws, a Regulator, Service Provider or the Agreement. 11.1 Compliance Each party must comply with Data Protection Laws applicable to its activities under the Agreement. 11.2 Data Processing Agreement The Data Processing Agreement applies where we process Personal Data on your behalf. It prevails over these Terms for that processing. 11.3 Your obligations You represent and warrant that you: have a valid legal basis to collect, use and disclose Personal Data submitted to the Services; have given required notices and obtained required consents; will not instruct us to process Personal Data unlawfully; and will provide reasonable assistance with a data subject request, complaint or regulatory inquiry relating to your use of the Services. 11.4 Our independent processing Our Privacy Policy applies where we process Personal Data for our own purposes, including Account administration, billing, security, legal compliance and service communications. 11.5 Data security and incidents Our obligations concerning the security of Personal Data and Personal Data Breaches are set out in the Data Processing Agreement. 11.6 Cross-border processing Where a party discloses Personal Data to an overseas recipient, that party must comply with applicable cross-border disclosure requirements. Our use of Sub-Processors and international transfer mechanisms is governed by the Data Processing Agreement and the published list of Sub-Processors. 12.1 Mutual authority Each party represents and warrants that: it has authority to enter into and perform the Agreement; and doing so does not breach another agreement binding on it. 12.2 Service warranty We warrant that we will provide the Services with the degree of skill, care and diligence reasonably expected of a competent provider of comparable services. 12.3 Customer warranties You represent and warrant that: you will comply with the Agreement; your Data, Content and use of the Services will not breach the Agreement or another person's rights; and information provided for billing, registration, verification, compliance and routing is accurate, complete and current. 12.4 Disclaimers Except as expressly stated in the Agreement and subject to rights that cannot be excluded by law: the Services are provided on an "as is" and "as available" basis; we do not warrant that the Services will be uninterrupted, error-free, secure or suitable for every purpose; we do not warrant that Content will be delivered to or displayed by a recipient; we do not control third-party networks, carriers, applications or Service Providers and are not responsible for their acts or omissions; and use of a third-party application is at your risk and subject to its terms and privacy practices. 12.5 No exclusions if not permitted under law Nothing in the Agreement excludes, restricts or modifies a guarantee, condition, warranty, right or remedy under the Australian Consumer Law or other law that cannot lawfully be excluded, restricted or modified. To the extent permitted by the Australian Consumer Law, our liability for failure to comply with a consumer guarantee is limited, at our option, to: supplying the Services again; or paying the cost of having the Services supplied again. 13.1 Intellectual Property indemnity by Kudosity Subject to clause 13.3, we will indemnify you against Losses finally awarded or agreed in settlement of a third-party Claim that your authorised use of a paid Service infringes that third party's Intellectual Property rights. The indemnity does not apply to a Claim arising from: Data or Content; use in breach of the Agreement or Documentation; a combination with an item not provided or approved by us; a modification not made by us; or a Service provided without charge. Subject to rights that cannot be excluded by law, this clause states your exclusive remedy for a third-party Intellectual Property infringement Claim. 13.2 Indemnity by Customer You indemnify us and our Affiliates against: a third-party Claim; and a direct Loss reasonably incurred in responding to a Regulatory investigation or mandatory Service Provider action, to the extent arising from: Data or Content supplied by or for you infringing a third party's rights; unlawful, fraudulent or unauthorised use of the Services by you, a Service User, an End Customer or a person obtaining access through systems or Credentials under your control; your material breach of clauses 2, 3, 4, 5, 11 or an applicable module; fraud, scams, unlawful communications or impersonation carried out through your Account or integration; or your failure to obtain a consent, authority, registration, licence or legal basis required for your use of the Services. This indemnity does not apply to the extent the Claim or Loss was caused by our breach of the Agreement, negligence, fraud or wilful misconduct. 13.3 Indemnity procedure An indemnified party must: give prompt notice of the Claim, to the extent delay materially prejudices the indemnifying party; allow the indemnifying party reasonable control of the defence and settlement; and provide reasonable cooperation at the indemnifying party's cost. No settlement may admit fault by or impose a non-monetary obligation on the indemnified party without its consent, not to be unreasonably withheld. 14.1 Excluded Loss Subject to clauses 14.3 to 14.5, neither party is liable to the other for: incidental, indirect, special, punitive or consequential loss; or loss of profits, revenue, savings, opportunity, goodwill, contracts or data (excluding only the costs directly arising from restoring or reconstructing data which has been the subject of a Data Breach), whether direct or indirect and whether arising in contract, tort (including negligence), equity, statute or otherwise. 14.2 General Liability Cap Unless liability is uncapped under clause 14.3 or subject to a specific liability cap under clause 14.4 or 14.5, each party's aggregate liability arising out of or in connection with the Agreement is limited to the greater of: AUD $10,000; and the Fees paid or payable for the affected Services during the 12 months immediately preceding the event giving rise to liability. If the event occurs during the first 12 months of a Service, paragraph (b) is calculated using the Fees paid or payable from the Service Start Date to the date of the event. 14.3 Uncapped and Non-excludable Liability Nothing in the Agreement limits or excludes liability: for Fees and other payment obligations; for fraud or wilful misconduct; for death or personal injury caused by negligence; for infringement or misappropriation of the other party's Intellectual Property rights; or to the extent liability cannot lawfully be limited or excluded (including in respect of any remedy which either party may be entitled under Relevant Law). 14.4 Customer Compliance Specific Liability Cap Subject to clause 14.3, the Customer's aggregate liability arising from: the indemnity in clause 13.2; a material breach of Schedule 1 or Schedule 2; or a material breach of clauses 3, 4, 5 or 11, is limited to the greater of: AUD $1,000,000; and three times the Fees paid or payable for the affected Services during the 12 months immediately preceding the event giving rise to liability. 14.5 Partner Compliance Specific Liability Cap Subject to clause 14.3, the Customer's aggregate liability arising from: an unauthorised representation, warranty, service level, remedy or other commitment concerning Kudosity or the Services; acting or holding itself out as our agent or as having authority to bind us; failure to comply with obligations expressly allocated to the Reseller as Seller of Record under Schedule 3 or Schedule 3A; infringement arising from Reseller Brand Assets or White-Label Materials supplied or controlled by the Reseller; or a material breach of the privacy, security, administrative-access or mandatory-disclosure obligations in Schedule 3 or Schedule 3A; the Reseller indemnity in Schedule 3; or the EMSP Sender ID indemnity in Schedule 4, is limited to the greater of: AUD $2,000,000; and three times the Fees paid or payable under the affected Partner Agreement during the 12 months immediately preceding the event giving rise to liability. 14.6 Cumulative Services Where the same Claim, Loss, event or series of related events gives rise to liability under more than one clause of the Agreement (including any of clauses 14.2, 14.4 or 14.5), the applicable liability caps and supercaps in those clauses do not operate cumulatively in respect of the same liability. An amount recovered in respect of a Claim or Loss will be counted toward each applicable cap or supercap and may not be recovered more than once. 14.7 Free Services Subject to clause 14.3 (b), (c) and (e) only, we are not liable for loss arising from a Service supplied without charge. 15.1 Protection and use Each party must: protect the other party's Confidential Information using at least reasonable care; use it only to perform or exercise rights under the Agreement; and disclose it only to personnel, Affiliates, professional advisers and contractors who need to know it and are bound by confidentiality obligations. 15.2 Exclusions Confidential Information does not include information that the receiving party can demonstrate: is public other than through breach of the Agreement; was lawfully known without restriction before disclosure; was independently developed without reference to the Confidential Information; was lawfully received from a third party without restriction; or is intended by the disclosing party for distribution through the Services. 15.3 Required Disclosure A party may disclose Confidential Information to the extent required by law, a court, a Regulator or a mandatory Service Provider requirement. Where lawful and practicable, it must give advance notice and reasonable assistance to the other party seeking protective treatment. A disclosure expressly permitted under the Sender ID provisions is not a breach of this clause. We may use your name, logo or other brand assets in our website, presentations, customer lists, case studies, press releases or other publicity only with your prior written consent and subject to any scope, brand requirements or withdrawal right agreed with you. We may provide a test or trial Account. Unless otherwise stated: it may be used only for evaluation and not for production or commercial activity; Sender IDs, contact lists, API access, messaging features, content and credits may be restricted; messages may be modified or marked as test messages; test credits do not represent full paid-Service capacity; we may withdraw the test Service at any time; and the trial limitations published in the Documentation apply. Adding credit may lift some trial restrictions, subject to the selected Service and region. Test Accounts do not apply to a Subscription Plan where expressly excluded. 18.1 Notices from Kudosity We may give operational or Service notices to the email address or verified mobile number associated with your Account. Notice is effective on transmission, provided we do not receive a definitive delivery failure. You are responsible for maintaining current contact details. 18.2 Notices from Customer You may give notice by email to [email protected] or to the postal address in the applicable Service Order. Postal notice is effective when received. 18.3 Legal notices A notice of breach, termination, indemnity Claim or legal proceeding must be given by email to the address specified for legal notices in the applicable Service Order or, if none is specified, to the address used for notices under clause 18.1 or 18.2. It is effective when the sender receives a delivery confirmation or, if no delivery confirmation is available, when the sender does not receive a definitive delivery failure within one Business Day. A legal notice must not be given by SMS alone. A party may also give a copy by registered post to the address stated in the Service Order. 19.1 Governing law The Agreement is governed by the laws of New South Wales, Australia. 19.2 Jurisdiction Subject to clause 19, each party submits to the non-exclusive jurisdiction of the courts of New South Wales. We may seek urgent injunctive or equitable relief, enforce Intellectual Property rights or recover unpaid Fees in any court of competent jurisdiction. 19.3 Good-faith resolution Before commencing proceedings, a party must give notice describing the dispute and senior representatives must attempt in good faith to resolve it for at least 21 days. This clause does not prevent urgent interlocutory relief, limitation-period protection, debt recovery or access to a mandatory external dispute-resolution scheme. 20.1 Force majeure Neither party is liable for delay or failure caused by an event beyond its reasonable control, including a Service Provider or carrier failure, natural disaster, fire, flood, lightning, power or internet outage, war, civil disorder, industrial action or compliance with Relevant Laws. This clause does not excuse payment obligations. The affected party must use reasonable efforts to mitigate the effect and resume performance. 20.2 Independent contractors The parties are independent contractors. The Agreement does not create a partnership, joint venture, employment, franchise, fiduciary or agency relationship. 20.3 Assignment Either party may assign or transfer the Agreement: to an Affiliate; or in connection with a bona fide merger, reorganisation or sale of all or substantially all of the relevant business, by giving reasonable notice, provided that the assignee is able to perform the assigning party's obligations and the assignment does not materially prejudice the other party's rights. Any other assignment requires the other party's prior written consent, not to be unreasonably withheld or delayed. 20.4 Waiver A waiver must be in writing and applies only to the specific circumstance for which it is given. Delay or failure to exercise a right is not a waiver. 20.5 Severability If a provision is invalid or unenforceable, it is read down to the minimum extent necessary. If it cannot be read down, it is severed and the remainder continues. 20.6 Entire agreement and reliance The Agreement constitutes the entire agreement about its subject matter and supersedes prior proposals, representations and understandings relating to that subject matter. Each party acknowledges that it has not relied on a representation not expressly set out in the Agreement, without limiting liability for fraud or rights that cannot be excluded by law. 20.7 Purchase orders Terms in a purchase order or similar Customer document do not apply unless expressly accepted by us in writing. 20.8 Electronic execution The Agreement may be accepted electronically and signed in counterparts. Electronic signatures and counterparts together form one instrument. Where acceptance occurs electronically, we will make the applicable terms available in a form capable of being retained and will maintain a record of the version accepted, the Account or representative accepting it, and the date and time of acceptance. Where an automated acceptance process permits information to be entered, the process will provide a reasonable opportunity to review and correct material input errors before submission. 20.9 No third-party beneficiaries Except where expressly stated, a person who is not a party has no right to enforce the Agreement. 1. Application This Schedule applies to SMS, MMS, email-to-SMS, messaging APIs, messaging campaigns, number services, short codes, Sender IDs and related messaging functionality. 2. Messaging compliance You must ensure that every message sent using the Services complies with Relevant Law, and carrier, network and Service Provider rules. 3. Consent and suppression You are responsible for: obtaining and recording valid consent where required; maintaining suppression and opt-out records; actioning unsubscribe requests within the legally required period; ensuring sender information is accurate and not misleading; and retaining evidence reasonably sufficient to demonstrate compliance. 4. Routing and delivery You acknowledge that: message delivery depends on third-party networks and recipient devices; a delivery receipt reflects information supplied by a network or Service Provider and may not prove that a person read or received a message; messages may be filtered, delayed, rejected, modified or blocked for compliance, fraud, security, content, routing or network reasons; new or changed Sender IDs may be subject to carrier review or initial delay; and we do not guarantee delivery unless an applicable Service Level Agreement expressly states otherwise. 5. Numbers and porting 5.1 No ownership Numbers and Codes remain subject to Relevant Laws, allocation rules and Service Provider requirements. Allocation or porting does not give you ownership. 5.2 Information and authority You must provide complete and accurate porting information and evidence of authority. You authorise us and relevant Service Providers to use that information to process the request. 5.3 Timing Porting timeframes depend on number type, losing provider, information accuracy, regulatory processes and complexity. Any timeframe is an estimate unless expressly guaranteed in a Service Order. 5.4 Service continuity You are responsible for planning cutover, testing and business continuity. A port may involve temporary disruption. 6. Sender IDs Where the Services permit the registration, use, management or transmission of a Sender ID, Schedule 4A shall apply in relation to those activities. 1. Application This Schedule applies where a Service provides or connects to a chatbot, AI service agent, model or other artificial intelligence functionality that generates text, images, audio, video, code, decisions, classifications or other output in response to inputs (Generative AI). 2. Third-party models Generative AI may be provided by third-party Service Providers. Inputs, including Personal Data or Confidential Information that you choose to provide, may be disclosed to those Service Providers to supply the functionality, subject to the Data Processing Agreement and applicable configuration. You must review applicable documentation before submitting sensitive information. 3. Risks and review You acknowledge that Generative AI may: produce inaccurate, incomplete, biased, offensive or misleading Output; reproduce or generate material that may infringe third-party rights; be affected by prompt injection, model manipulation and other security vulnerabilities; and change as models and Service Providers are updated. You are responsible for human review appropriate to the use case before relying on, publishing or acting on Output. 4. Inputs and Outputs As between the parties: you retain rights you hold in Inputs; your rights in Output are subject to Relevant Laws and third-party rights; and we do not warrant that Output is unique, protectable or non-infringing. Similar or identical Output may be generated for other users. 5. Disclaimer Generative AI is provided on an "as is" basis. To the maximum extent permitted by law, we do not warrant the accuracy, completeness, fitness, legality, uniqueness or non-infringement of Output. Generative AI is not a substitute for legal, medical, financial or other regulated professional advice. 1. Application and authorisation This Schedule applies only if a Service Order or Partner Agreement authorises you to resell, integrate or otherwise make Services available to End Customers (Reseller). No right to appoint a sub-reseller or Sub-Partner is granted without our prior written consent. White-label rights arise only where the Partner Agreement expressly activates Schedule 3A and identifies the approved White-Label Services. 2. End Customer agreement and mandatory flow-downs You must enter into a binding written agreement with each End Customer before providing access to the Services. That agreement must: include the Mandatory End Customer Terms or terms that are no less protective of us, the Services, networks, registries and Service Providers; impose acceptable-use, security, privacy, messaging, Sender ID, anti-fraud and compliance obligations equivalent to those applicable to the End Customer's use; give you rights to investigate, restrict, suspend, preserve evidence and terminate that are sufficient for you to perform the Agreement and promptly implement our lawful directions; permit changes required to pass through changes to Relevant Laws, Compliance Rules, Documentation, Service Provider requirements and the Services; permit processing and disclosure of Data by you, us and Service Providers as contemplated by the Agreement and applicable privacy notices; make clear that the End Customer has no contractual or third-party beneficiary rights against us under your End Customer agreement or the Agreement; identify you as the End Customer's contracting party and Seller of Record, unless the Partner Agreement expressly states another model; contain all disclosures, rights, remedies and notices required by Relevant Laws in respect of your role as reseller; and not contain a representation, warranty, indemnity, service level, credit, refund or other commitment about us or the Services that we have not authorised in writing. You must use the Mandatory End Customer Terms where we require them. You may supplement them for your products, commercial terms and legal obligations, but must not weaken, contradict or obscure a mandatory flow-down. 3. Commitment Parity and Approved Claims You must ensure that every statement or commitment you or a person acting for you makes about us or the Services: is accurate, current and consistent with the Agreement, Documentation and Approved Claims; does not promise greater availability, delivery, performance, functionality, support, restoration, security, compliance, data location, credit, refund or other remedy than we have expressly committed to you in writing; clearly identifies material dependencies, exclusions and conditions where omission would be misleading; and is promptly corrected or withdrawn if it ceases to be accurate or authorised. Any additional or inconsistent commitment is made solely by you, is not binding on us, does not expand our obligations or liability, and is performed and funded by you. You must not use a disclaimer to qualify a headline claim where the overall representation would remain false or misleading. 4. Responsibility for End Customers As between you and us: the acts and omissions of End Customers, Service Users and approved Sub-Partners are deemed to be your acts and omissions; Data submitted through their access is deemed to be your Data; you are responsible for their compliance; and you must notify us promptly of an actual or suspected material breach and take the corrective action we reasonably require. 5. Onboarding and due diligence You must: complete our partner onboarding and due diligence; provide accurate entity, ownership, licensing, compliance and contact information; maintain required approvals and certifications; designate appropriate commercial, technical, support, security and compliance contacts; and complete mandatory training reasonably required for the Services you resell. You must conduct and document risk-based due diligence on each End Customer and approved Sub-Partner before activation and during the relationship, including identity, authority, intended use, fraud and sanctions checks appropriate to the Services and Relevant Laws. 6. Seller of Record and regulatory responsibility Unless the Partner Agreement expressly states otherwise, you are the Seller of Record and sole contracting party for End Customers. You are responsible for: offers, sales, contracting, billing, receipts, Taxes, refunds, credits and chargebacks; consumer guarantees, unfair contract terms, advertising and other consumer-law obligations applying to your supply; licences, registrations, industry memberships, policies, disclosures and record keeping required for your business model; determining whether you are a carrier, carriage service provider, electronic messaging service provider or other regulated provider and complying with obligations arising from that status; complaints, hardship, vulnerability, accessibility, outage communications, Ombudsman participation and regulatory reporting to the extent applicable to you; and ensuring your fees, minimum terms, renewal, suspension, termination and refund practices comply with Relevant Laws. We do not assume an obligation owed by you to an End Customer merely because we provide infrastructure, information or assistance. Schedule 4A applies in addition to this Schedule if you register, manage, originate, transmit or otherwise act as an intermediary for Sender IDs in a role described in Schedule 4A. You must not perform that role until the applicable Partner Agreement or Compliance Declaration records the role and required approvals. Nothing here limits or excludes any obligation imposed upon us by Relevant Law. 7. Provisioning and Account security You are responsible for: secure provisioning and de-provisioning of End Customer access; maintaining segregation between End Customer accounts and Data; ensuring API keys and Credentials are not exposed; implementing multi-factor authentication where available; and ensuring only authorised End Customers use Numbers, Codes and Sender IDs assigned to them. 8. APIs and integrations Where you use an API, you must: follow the Documentation and published rate limits; store secrets using industry-standard secrets management; not expose secrets in client-side code, public repositories or unencrypted communications; not circumvent controls or access Data outside authorised accounts; rotate a key promptly if compromise is suspected; and maintain logs reasonably sufficient for security and compliance investigation. We may throttle or suspend API access to address misuse, security risk or material degradation. 9. Support, complaints and operational communications Unless a Partner Agreement states otherwise: you provide first-line support to End Customers; we provide second-line support to your designated contacts; and we may communicate directly with an End Customer where reasonably necessary for security, legal compliance, fraud response, service continuity or an urgent technical incident. You must: maintain accessible support and complaints channels and meet timeframes required by Relevant Laws and your End Customer agreement; promptly give End Customers notices and updates we provide for pass-through, including outage, security, compliance, deprecation and restoration communications; escalate issues to us with complete and accurate information through the agreed channels; not offer a credit, refund or admission on our behalf without authority; and remain responsible for any credit, refund or remedy you promise beyond the remedy we owe you. 10. Branding and representations You must: use our trademarks only as authorised by the Partner Agreement and Brand Guidelines; obtain approval for co-branded material and comply with Schedule 3A for White-Label Services; not represent that you are Kudosity, our Affiliate, agent or exclusive representative; not make unauthorised statements about Service capability, compliance, certification, data location, pricing or performance; stop using our branding when your reseller authorisation ends. You must not use our audit reports, certifications, trademarks, customer names or security materials in public or End Customer-facing material except as expressly authorised and with all required qualifications. 11. Commercial arrangements Pricing, discounts, margins, commissions, territory, exclusivity, targets and incentives are governed by the applicable Partner Agreement or Service Order. Unless stated otherwise: you set your End Customer prices and contract directly with End Customers; you are responsible for collecting End Customer amounts; your payment obligations to us are not conditional on End Customer payment; and you are responsible for Taxes arising from your resale activities. 12. Margin withdrawals Where the commercial model provides for withdrawal of accrued margins: valid requests may be processed at the end of each month; we aim to release funds within 5 to 7 Business Days after acceptance, subject to verification and adjustment; payment will be made in the currency stated in the Partner Agreement; reasonable processing fees may be deducted; we may require identity, bank and compliance documents; refunds, credits, chargebacks and corrections affecting the underlying End Customer transaction may be set off or reversed; and you must maintain accurate nominated bank details. We are not liable for payment to incorrect details supplied by you or for a withdrawal resulting from compromise of systems or Credentials under your control. 13. Data protection and privacy roles You are responsible for ensuring that: the Partner Agreement or Data Processing Agreement correctly records the parties' privacy roles for each processing activity, including any controller, processor, service provider or equivalent role; all required notices and consents permit processing by you, us and relevant Service Providers; you give us only lawful processing instructions; cross-border transfers initiated by you comply with Data Protection Laws; End Customer and data-subject requests, complaints and Data Breaches are allocated, escalated and answered within applicable timeframes; and your personnel and Sub-Partners access Personal Data only as authorised and subject to appropriate confidentiality and security controls. The Data Processing Agreement governs our processing on your behalf. 14. Records, acceptance evidence and audit You must keep complete, accurate and retrievable records for at least the period required by Relevant Laws and, where no period is prescribed, seven years, showing: the End Customer terms and privacy notice presented and accepted, including version, date, time and acceptance method; onboarding, identity, authority, consent, Sender ID and compliance checks; marketing claims, quotes, proposals and service commitments; complaints, support escalations, refunds, credits and regulatory communications; and administrative access and material Account changes. On reasonable notice, or immediately for an urgent compliance, security or regulatory matter, you must provide evidence reasonably requested to verify compliance. We may audit relevant records, systems, End Customer journeys and materials ourselves or through an independent auditor bound by confidentiality. We will minimise disruption and bear routine audit costs, but you must reimburse reasonable audit costs where a material breach is identified. 15. Changes and pass-through You must implement and pass through a change we reasonably require because of Relevant Laws, Compliance Rules, a Service Provider requirement, security risk or a change to the Services. You must: update affected End Customer terms, notices, materials, configurations and processes by the stated deadline; obtain renewed acceptance or consent where required; stop new sales or affected use if the change cannot be implemented lawfully by the deadline; and give us reasonable evidence of completion on request. 16. End Customer transition On termination of your reseller authorisation: you must stop onboarding new End Customers; you must notify affected End Customers as reasonably directed; you must cooperate in an orderly migration, continuation or closure of Services, including export, porting, access removal and preservation or deletion of Data; you must not obstruct an End Customer from exercising a lawful migration, portability or number-porting right; you must continue support and regulatory communications during the transition period stated in the Partner Agreement; and we may offer to contract directly with an End Customer where permitted by the Partner Agreement and Relevant Laws. 17. Insurance You must maintain, with reputable insurers, the insurance types and limits stated in the Partner Agreement. Unless the Partner Agreement states otherwise, you must maintain: professional indemnity or errors and omissions insurance of at least AUD $2,000,000 for each claim and in the annual aggregate; cyber and privacy liability insurance of at least AUD $2,000,000 for each claim and in the annual aggregate; public liability insurance of at least AUD $10,000,000 for each occurrence; and statutory liability insurance where reasonably available and lawful for your activities. You must provide current certificates of currency on request and notify us promptly of a cancellation or material reduction in coverage. Insurance does not limit your liability under the Agreement. 18. Reseller indemnity Without limiting clause 13.2 of the Core Terms, your indemnity includes Losses arising from: an End Customer, Service User or Sub-Partner act or omission; your End Customer agreement, pricing, marketing, representation or commitment, including an inaccurate, out-of-date or unauthorised use of an Approved Claim; failure to pass through or enforce required obligations; unlawful onboarding, processing, communications or Sender ID use by an End Customer; or a Claim by an End Customer against us arising from your products, services, support or commitments; your failure to perform an obligation allocated to you as Seller of Record or regulated provider; or your infringement of a third party's Intellectual Property rights through Reseller Brand Assets or materials supplied or controlled by you. Clause 14.5 of the Core Terms applies. 1. Application, activation and priority This Schedule applies only where a Partner Agreement expressly: authorises you to provide specified Services under your own or an approved third-party brand (White-Label Services); and activates this Schedule 3A. White-label authorisation is limited to the products, brand, domains, territory, End Customer categories, contract model and term stated in the Partner Agreement. If there is an inconsistency, this Schedule prevails for White-Label Services, but the Partner Agreement prevails to the extent it expressly identifies and varies a provision of this Schedule. 2. Approved configuration and change control You may use only the White-Label Materials, configurations, domains, interfaces, integrations and customer journeys approved under the Partner Agreement. You must not: remove or obscure a legally, operationally or technically required notice, attribution, consent, warning or control; modify software, Documentation or security controls except through an approved configuration; create a representation that a White-Label Service has functionality or characteristics different from the underlying Service; or introduce code, content or integration that compromises security, availability, accessibility, compliance or user experience. Material changes require our prior written approval and any testing, security review or Fees stated in the Partner Agreement. 3. Reseller Brand Assets You grant us and our Affiliates a non-exclusive, worldwide, royalty-free licence during the Term to host, reproduce, display, adapt and use Reseller Brand Assets solely to configure, provide, secure, support and transition the White-Label Services. You warrant that: you own or have all rights required to provide and authorise use of the Reseller Brand Assets; their use as authorised will not infringe a third party's rights or breach Relevant Laws; and they do not contain malicious code or misleading content. You remain responsible for the accuracy, legality and maintenance of Reseller Brand Assets and White-Label Materials supplied or controlled by you. 4. Contracting model and Seller of Record Unless the Partner Agreement expressly states otherwise: you contract with each End Customer in your own name; you are the Seller of Record and merchant of record; we are your upstream technology provider and are not a party to the End Customer agreement; you have no authority to contract, accept liability, make admissions or incur obligations on our behalf; and no End Customer payment, dispute, refund or chargeback affects your obligation to pay us. You must ensure the contracting entity, trading name, contact details, prices, Taxes, renewal terms and payment descriptors presented to an End Customer are accurate and not misleading. 5. Claims, service levels and remedies You may describe a White-Label Service only using Approved Claims. You must not state or imply that: we guarantee delivery, uptime, restoration, support, security, compliance, data residency or a future feature beyond our written commitment to you; your service level or remedy is provided, funded or accepted by us unless expressly agreed; a certification, audit report or regulatory status held by us applies to you, your whole offering or an End Customer; or White-Label Services are exclusively developed, hosted or operated by you if that statement would be false or misleading. You bear the cost and risk of any service level, warranty, credit, refund, indemnity or other commitment exceeding our corresponding commitment to you. 6. Required disclosures and no invisibility guarantee White-label authorisation does not guarantee that our identity or the identity of a Service Provider will remain undisclosed. We may include or provide a disclosure where reasonably required for: Relevant Laws, a Regulator, registry, carrier or Service Provider; privacy, security, consent, accessibility, intellectual property or open-source compliance; billing, payment processing, number management or Sender ID registration; incident, outage, fraud, abuse or emergency response; or enforcement, dispute resolution or service transition. You must promptly publish or deliver a required disclosure in the form we reasonably specify and must not obstruct a lawful direct communication. 7. End Customer terms, notices and acceptance Before activation, you must submit the proposed End Customer terms, privacy notices, ordering journey and material marketing claims for our review where requested. Our review or approval does not constitute legal advice, transfer responsibility to us or confirm your compliance with Relevant Laws. You must ensure End Customers can readily access, retain and identify the applicable terms and policies, and you must preserve reliable evidence of presentation and acceptance in accordance with Schedule 3. 8. Domains and customer communications The Partner Agreement must identify responsibility for domains, DNS, certificates, email, sender addresses, status pages and customer-facing support channels. Where you control them, you must: maintain valid registrations, certificates and security controls; prevent spoofing, phishing, impersonation and unauthorised changes; monitor delivery and promptly address failures; maintain business-continuity contacts and recovery procedures; and transfer, redirect or retire them as required on termination. We are not responsible for delay, non-delivery or compromise caused by an asset or channel under your control. 9. Administrative access and impersonation Any ability for you to access, administer or impersonate an End Customer account is privileged access. You must: limit access to authorised personnel with a documented business need; use individual Credentials, multi-factor authentication and least privilege; obtain any authority or consent required by Relevant Laws and the End Customer agreement; access an End Customer account only for a documented support, security, compliance or administrative purpose; maintain tamper-resistant logs identifying the person, time, End Customer, purpose and material action; periodically review and promptly revoke access; and notify us immediately of suspected misuse. You must not use impersonation access to conceal an action, view Data for sales intelligence, or act contrary to an End Customer's lawful instructions. 10. Privacy allocation The Partner Agreement or Data Processing Agreement must include a processing matrix for White-Label Services that identifies, for each material processing activity: the purposes and categories of Personal Data; each party's privacy role and lawful basis or authority; responsibility for notices, consents and data-subject requests; approved locations, transfers, subprocessors and retention periods; security and Data Breach responsibilities and notification channels; and deletion, return, export and audit responsibilities. A contractual label does not override a role imposed by Data Protection Laws. Each party remains responsible for obligations imposed directly on it. 11. Support, complaints, outages and remedies The Partner Agreement must state first-line and second-line support responsibilities, hours, escalation paths and applicable service levels. Unless it states otherwise: you receive, acknowledge, record and resolve End Customer support requests and complaints; you provide all End Customer notices and updates, including outage and restoration communications; we support your designated personnel and provide available upstream information; you determine and fund End Customer remedies, except to the extent we owe you an express remedy under the Agreement; and you must not delay a legally required communication while awaiting our approval. 12. Direct contact and intervention We may communicate with or take action affecting an End Customer without using your branding where reasonably necessary to: comply with Relevant Laws or a direction of a Regulator, registry, carrier or Service Provider; protect a person, the Services, networks, Data or other customers; investigate or respond to fraud, abuse, a security incident or an outage; obtain or verify authority, registration or consent; or preserve service continuity or facilitate an authorised transition. Where lawful and practicable, we will notify you before doing so. Our exercise of this right does not make us the Seller of Record or assume your End Customer obligations. 13. Exit and transition On expiry or termination of white-label authorisation, you must comply with Schedule 3 and the transition plan in the Partner Agreement. Without limiting those obligations: new sales and branding use must cease by the date we specify; each party must remove the other's brand assets and revoke access within the agreed period; you must give accurate End Customer notices and continue required support; Data export, deletion, retention, number porting and service continuity will be handled under the Agreement, Relevant Laws and the transition plan; you must not represent that White-Label Services remain authorised after termination; and each party must provide reasonable transition assistance at the rates stated in the Partner Agreement or, if none, at its then-current professional-services rates. 14. White-label responsibility matrix The Partner Agreement must identify at least: approved brand, products, domains, territory and End Customer categories; contracting entity, Seller of Record, merchant of record, billing and Taxes; End Customer terms, acceptance method and Mandatory End Customer Terms; sales claims, service levels, support, complaints, outages, refunds and credits; privacy roles, locations, subprocessors, administrative access and security contacts; regulatory registrations, Sender ID roles and whether Schedule 4A applies; insurance types and limits and any agreed liability variation; and exit triggers, transition period, Data handling, number porting and brand removal. If an item is not allocated, responsibility remains with the party on whom Relevant Laws impose it and, as between the parties, with you for End Customer-facing and Seller of Record obligations and with us for operation of the underlying Services under the Agreement. 1. Application This Schedule applies where you act as an electronic messaging service provider, entity associate, international partner, originating telecommunications provider, transiting telecommunications provider, or other intermediary in connection with Sender ID messages (EMSP Partner). The role stated in the applicable Service Order or Compliance Declaration is the contractual allocation between the parties. It does not limit a Regulator's jurisdiction or legal characterisation. 2. Framework In this Schedule, Sender ID Framework includes: the Telecommunications (SMS Sender ID Register) Industry Standard 2025; the SMS Sender ID Register and its governing determination, terms and procedures; applicable provisions of the Telecommunications Act 1997 (Cth); and successor or amending legislation, instruments, standards, codes, regulatory directions and mandatory requirements relating to Sender IDs. 3. Ongoing status Each party represents and warrants that it: holds the approvals and authorisations required for its role; and will maintain them while performing that role. You additionally represent and warrant that: persons acting for you are authorised representatives; and registration and compliance information supplied to us is accurate, complete and current. 4. General EMSP Partner obligations You must: comply with the Sender ID Framework; provide accurate information and reasonable assistance required for us to perform our obligations; provide information required for a report, inquiry, investigation or audit; respond promptly to compliance requests; cooperate with remediation, traceback and enforcement; notify us promptly of a relevant regulatory inquiry, investigation, notice or enforcement action; use Personal Data collected for the Sender ID Framework only for authorised purposes and securely destroy it when no longer required, subject to lawful retention obligations; and not misrepresent either party's role. 5. Responsibility for Sender IDs To the extent applicable to your role, you must: assume primary responsibility for compliance for Sender IDs you register, manage or use; ensure they remain validly registered, authorised, accurate and eligible; cease use and notify us if one becomes invalid, suspended, revoked or non-compliant; perform customer onboarding, identity verification, authority and valid-use-case checks required for your role; impose equivalent obligations in End Customer agreements; ensure messaging complies with the Spam Act 2003 (Cth); provide registration-status information sufficient for our compliance functions; and ensure only the entity or entity associate authorised for a registered Sender ID originates traffic using it. You must block an unauthorised attempt to use a registered Sender ID or ensure it is over-stamped as required by the Sender ID Framework before reaching our network. 6. International Partners and non-ABN entities If you act for an international or non-ABN entity, you must perform and document the confirmations required by the Sender ID Framework, including: identity verification using an authorised Identity Verification Service where required; authority of the representative; official recognition, certification or registration of the entity; a valid use case; and a Sender ID match using an appropriate trademark, business, company, domain or official register or record. Where the Sender ID Framework requires us, as a certified provider, to make or support an application, we may refuse to proceed until we receive evidence reasonably satisfactory to us. 7. Kudosity role and controls Depending on the agreed arrangement, our role may include technical transmission, routing, facilitation, over-stamping and formal registration activity directed by you. We may: block, modify, override, disrupt, over-stamp or reject a Sender ID or traffic; suspend or terminate affected messaging where we reasonably suspect a breach; take action required by the Sender ID Framework; request evidence at any time; disclose identity, role, registration and traffic information to a Regulator, registry operator, telecommunications provider, Service Provider, law enforcement agency or other relevant person for compliance, investigation, enforcement or traceback; and participate in regulatory engagement concerning our platform or role. Where reasonably practicable, we will give notice and an opportunity to remedy before suspension. We may act immediately where required or where delay creates legal, regulatory, fraud, security or operational risk. 8. Acknowledgements You acknowledge that: use of our platform does not transfer, reduce or satisfy your obligations; we do not verify every representation or action by you or an End Customer unless expressly required for our role; we may rely on accurate and timely information supplied by you; and technical acceptance of traffic does not establish legal compliance. 9. EMSP Sender ID indemnity You indemnify us against: third-party Claims, including consumer Claims; amounts we are lawfully required to pay to a third party; and direct and reasonable costs, including legal costs, incurred in responding to a regulatory investigation, inquiry, audit or enforcement action, to the extent arising from your material breach of this Schedule, including: an unregistered, invalid or non-compliant Sender ID; fraud, scams or unlawful misuse of messaging Services; or failure to perform an identity, authority, valid-use-case, registration-status or traffic-control obligation allocated to you. This indemnity: does not apply to the extent a Claim, liability or cost was caused by our breach, negligence, fraud or wilful misconduct; does not extend to a fine or pecuniary penalty imposed on us for our own contravention of Relevant Laws; and is subject to clause 14.5 of the Core Terms. 10. Liability exclusion To the maximum extent permitted by law, we are not liable for a failure, error or omission in over-stamping, registration or compliance handling to the extent caused by: inaccurate, incomplete or late information supplied by you; or an act or omission of you, an End Customer or another provider in the messaging chain. 11. Priority This Schedule prevails over the Core Terms and other modules only for the EMSP Partner and Sender ID intermediary subject matter it addresses. 1. Application and declaration record 1.1 This Schedule applies whenever the Customer requests, registers, manages or uses a Sender ID through the Services, or authorises Kudosity to undertake an activity concerning a Sender ID on its behalf. 1.2 The details submitted through the applicable registration request, Account, Service Order, compliance form or other approved process form part of the Customer’s Compliance Declaration. Those details may include: the Customer’s legal name and ABN or other business identifier; the applicable Account identifier; the relevant Sender ID; the entity that owns, controls or is otherwise entitled to use the Sender ID; the Customer’s role and, where relevant, Kudosity’s role under the Sender ID Framework; and the identity and authority of the person submitting the request. 1.3 The applicable roles will be determined by the activities actually performed by each party under the Sender ID Framework and are not determined solely by a description selected by the Customer. 1.4 A Compliance Declaration takes effect when it is submitted or otherwise confirmed by or on behalf of the Customer and continues for as long as the Customer registers, manages, authorises or uses the relevant Sender ID through the Services. 2. Authority and accuracy 2.1 A person who submits or confirms a Compliance Declaration on behalf of the Customer represents and warrants that they: are authorised to act for and bind the Customer in relation to the Compliance Declaration; are authorised to provide the information and supporting evidence included in or accompanying it; and have taken reasonable steps to ensure that the information provided is accurate, complete, current and not misleading. 2.2 The Customer is responsible for each Compliance Declaration submitted through its Account or by a person whom the Customer has authorised to act on its behalf. 2.3 The Customer must promptly correct any information that becomes inaccurate, incomplete, out of date or misleading. 3. Sender ID declarations 3.1 The Customer declares and warrants, when making a Compliance Declaration and on an ongoing basis, that: the Customer and the identified entity have all rights, authority and permissions required to register, manage, authorise and use the Sender ID; the identified entity has authorised the registration and proposed use of the Sender ID, including any actions undertaken by the Customer or Kudosity on its behalf; the Sender ID has a valid use case and satisfies the entity-matching and other eligibility requirements of the Sender ID Framework; the Customer has completed all identity, entity, authority and registration checks allocated to its role and has provided all information reasonably required for Kudosity to perform the checks allocated to Kudosity’s role; the Customer will create and retain the evidence required by Relevant Laws and Compliance Rules and will provide that evidence promptly upon request; the Sender ID will be used only for lawful communications and for the declared and approved use case; all messages sent using the Sender ID will comply with the Spam Act 2003 (Cth), Relevant Laws and Compliance Rules; the Customer will not permit the Sender ID to be used by, or for the benefit of, an entity that has not been properly identified and authorised under the Sender ID Framework; the Customer will not provide false, misleading, incomplete or fraudulent information in connection with the Sender ID; and the Customer will immediately cease the affected use and notify Kudosity if any declaration ceases to be true or if the Customer becomes aware of suspected unauthorised, fraudulent or non-compliant use. 3.2 The Customer must cooperate with any verification, remediation, suspension, cancellation, audit or regulatory process relating to the Sender ID. 4. Cooperation and disclosure 4.1 Without limiting clause 3.2, the Customer must: respond promptly to any verification, investigation, audit, traceback, remediation or enforcement request; provide all information reasonably required by Kudosity, a Regulator or a relevant provider; and authorise and permit disclosure of relevant information for registration, compliance, investigation, enforcement and traceback. 5. Controls 5.1 The Customer acknowledges that Kudosity may refuse, suspend, block, modify, cancel, remove, override, disrupt or over-stamp the Sender ID or related traffic where permitted or required by the Agreement or Sender ID Framework. 6. Incorporation 6.1 This Schedule forms part of the Agreement and applies to each Sender ID and activity recorded in the details referred to in clause 1.2. Schedule 1 and, where applicable, Schedule 4A also apply. 7. Making a Compliance Declaration 7.1 A Compliance Declaration is made when the Customer, through an authorised representative: submits a Sender ID registration request or declaration through the Services; signs or electronically accepts a separate declaration provided by Kudosity; or otherwise confirms the declaration by a method approved by Kudosity. 7.2 By making a Compliance Declaration, the person submitting it confirms that: they are authorised to make the declaration for and on behalf of the Customer; and the information and statements contained in the declaration are complete, accurate and not misleading. 7.3 The Customer must ensure that only an authorised person makes a Compliance Declaration on its behalf. 7.4 Kudosity may record and retain the identity and position of the person making the declaration, the date and time, the method of submission, the Sender ID concerned and other information reasonably required to demonstrate compliance with Relevant Laws and Compliance Rules. 7.5 An electronic record maintained by Kudosity is evidence that the Compliance Declaration was made, unless shown to be incorrect. In the Agreement: Account means your account for the Services. Account Information means information supplied in relation to an Account. Accrued Liability means, at a given time, invoiced but unpaid Fees, Taxes and Early Termination Charges plus unbilled accrued Fees, Taxes and Early Termination Charges. Additional Features means optional or new features, functionality, add-ons or feature bundles made available in connection with Kudosity Services or Subscriptions. Affiliate means an entity that directly or indirectly controls, is controlled by, or is under common control with a party. Agreement has the meaning in Clause 1.0 Agreement and acceptance Application means an application owned or controlled by you that connects to or incorporates a Service. Approved Claims means statements about us or the Services that are contained in current Documentation or other material we expressly approve in writing for the relevant use, subject to all stated qualifications and conditions. Brand Guidelines means our then-current written requirements for authorised use of our names, trademarks and brand assets. Business Day means a day other than a Saturday, Sunday or public holiday in Sydney, New South Wales. Claim means a claim, action, demand, allegation, investigation or proceeding. Confidential Information means non-public information disclosed in connection with the Agreement that is marked confidential or that a reasonable person would understand to be confidential. Content means a message, call, recording, prompt, input, output, file, information, data, text, software, audio, image, video or other material transmitted, stored or processed through a Service. Credentials means usernames, passwords, authentication information, API keys, tokens and similar access mechanisms. Credit Balance means pre-paid credit associated with an Account. Credit Limit means the aggregate credit limit applied to an Account. Customer Role Terms means a Schedule applying because of the Customer's commercial, regulatory or operational role. Data means Account Information, Content, Personal Data and other information made available in connection with the Services. Data Breach means accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data processed under the Agreement. Data Processing Agreement means the data processing agreement published on the Kudosity legal hub or otherwise executed by the parties. Data Protection Laws means laws applicable to the collection, use, disclosure, storage, security, processing or transfer of Personal Data. Documentation means technical, operational and user documentation made available for the Services, including API Documentation, User Guides, Technical Specifications, Implementation Guides, etc. Early Termination Charge means a charge payable on early termination of a committed Service where specified in a Service Order or otherwise enforceable under clause 8.6. End Customer means a third party to whom a Reseller or EMSP Partner provides, resells, integrates or facilitates access to a Service. Entity Associate means a person authorised to act for an entity in relation to a Sender ID under the Sender ID Framework. Fees means charges payable for Services, including Recurring Fees, Non-Recurring Fees, One-Time Fees and pass-through costs. Feedback means ideas, suggestions or feedback concerning a Service. Generative AI has the meaning in Schedule 2. Identity Verification Service means an identity verification service authorised or accepted under the Sender ID Framework. Industry Association means an industry body, association, scheme administrator or code body whose rules or processes apply to the Services or a party's role. Inputs means prompts, instructions, Data, Content and other material submitted to Generative AI by or for you. Intellectual Property means all intellectual property rights, including copyright, patents, designs, trade marks, trade secrets, know-how and analogous rights. Losses means losses, liabilities, damages, costs and expenses, including reasonable legal costs. Minimum Term means the initial committed term stated in a Service Order. Mandatory End Customer Terms means End Customer terms, policies, notices or clauses that we identify as mandatory for the relevant Service, territory, role or use case, as updated in accordance with the Agreement and must be derived from Kudosity’s Core Terms of Service and its Schedule 1, Schedule 2 and Schedule 4A. Non-Recurring Fees means usage-based and pass-through Fees. Numbers and Codes means telephone numbers, short codes, long numbers, Sender IDs, routing codes and other connectivity identifiers. One-Time Fees means one-off Fees, including setup, provisioning and porting Fees. Output means material generated or returned by Generative AI in response to Inputs. Partner Agreement means a Service Order, partner programme addendum or other written agreement setting out commercial and operational terms for a Reseller, EMSP Partner or other authorised partner. Personal Data means information relating to an identified or identifiable individual, including personal information under applicable Data Protection Laws. Prior Agreement means a previous agreement between you and Kudosity governing the same Services or relationship. Privacy Policy means the Kudosity privacy policy published on the legal hub. Product Terms means a Schedule applying to a particular Service or functionality. Recurring Fees means recurring non-usage Fees, including subscription and minimum commitment Fees. Regulator means a regulatory, governmental, law enforcement, registry or industry authority with jurisdiction over a party or the Services. Relevant Laws means applicable statutes, regulations, legislative instruments, court orders, enforceable codes and standards and regulatory directions. Where expressly stated in the Agreement, it also includes mandatory carrier, registry or Service Provider requirements applicable to the relevant Service. Renewal Term means a renewal term following an initial Minimum Term. Reseller has the meaning in Schedule 3. Reseller Brand Assets means names, trademarks, logos, domain names, designs, content and other brand materials supplied or controlled by a Reseller for use with White-Label Services. Sender ID means a sender identification within the meaning of section 484C of the Telecommunications Act 1997 (Cth), including an alphanumeric or other identifier displayed as the sender of a message. Sender ID Framework has the meaning in Schedule 4. Scams Prevention Framework means Part IVF of the Competition and Consumer Act 2010 (Cth), the Competition and Consumer (Scams Prevention Framework-Regulated Sectors) Designation 2026 and applicable codes, standards, rules, directions and information-sharing arrangements made under that framework. Service Level Agreement means a document setting out support or service levels and any associated service credits. Service Order means an order form, statement of work or other document describing Services, Fees, term and related commercial terms. Service Provider means a third party used to provide, host, route, support, or secure a Service. Services means the platforms, APIs, integrations, messaging, AI, number, compliance and related services supplied by Kudosity. Service Start Date otherwise referred to as Agreement Service Date, has the meaning in clause 1.6. Service User means an individual authorised to access or use a Service through the Customer. Seller of Record means the person that contracts with an End Customer for the relevant supply and is responsible for the customer-facing sale, including invoicing, collection, Taxes, refunds and applicable consumer obligations, except to the extent Relevant Laws allocate an obligation otherwise. Subscription Plan means a tiered subscription offering. Sub-Processor means a third party engaged to process Personal Data on our behalf in connection with the Services. Sub-Partner means a third party appointed by a Reseller or EMSP Partner, with our prior written consent, to resell, integrate or facilitate access to the Services. Supplemental Terms means an additional policy or terms incorporated into the Agreement, including the Compliance Policy. Taxes means applicable taxes, duties, levies and similar governmental charges. Term means the period described in clause 8.1. White-Label Materials means customer-facing interfaces, communications, documentation, domains, content and other materials used to present White-Label Services under Reseller Brand Assets. White-Label Services has the meaning in Schedule 3A.